The business stories that matter, by Fortune's Colin Barr
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May 15, 2008, 11:07 am

Yahoo’s Cuban sandwich

One name that stands out on Carl Icahn’s proposed board slate for Yahoo (YHOO) is Mark Cuban. Cuban, the billionaire owner of the Dallas Mavericks and the HDNet high-definition TV broadcaster, made the bulk of his fortune running Internet video firm Broadcast.com and then selling it to none other than Yahoo. Broadcast.com went public in 1998 and saw its shares triple on their first day, before Yahoo bought the company in 1999 for $5.7 billion.

Others on Icahn’s board slate - besides himself and standbys such as his right-hand man Keith Meister and former Viacom (VIA) chief Frank Biondi - include New Line Cinema chief Robert Shaye, investors John Chapple, Brian Posner and Edward Meyer, Michael Dell’s brother Adam and Harvard Law School professor Lucian Bebchuck.

But Cuban’s name stands out, because of his history with Yahoo and his success in building businesses on the Internet. On Thursday, for instance, he has a post up on his Blogmaverick.com site musing on how to take down Google (GOOG). While that’s a question Yahoo execs are presumably tackling, the last few months have clearly left some shareholders with the sense that management is more focused on saving its own skin - which is why Icahn’s spoiling for a fight.

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May 15, 2008, 9:36 am

Icahn starts Yahoo proxy fight

Carl Icahn is out with his first shot across Yahoo’s (YHOO) bow. Icahn, the activist investor who has been building a stake in the Internet company in anticipation of a proxy fight, says he wants to replace the board so he can put together a deal with Microsoft (MSFT). Icahn says he believes the board has “acted irrationally and lost the faith of shareholders and Microsoft” by turning down a sweetened takeover bid at $33 a share. In typical fashion, Icahn goes on to call Yahoo’s actions “irresponsible” and “unconscionable,” and pronounces himself “perplexed.”

Icahn isn’t allowing his perplexity to stand in the way of action, however. He says he owns 59 million shares, has assembled a 10-member alternative board slate and has asked the Federal Trade Commission for permission to buy as much as $2.5 billion worth of stock. Icahn’s current stake is worth $1.6 billion at Thursday’s price of $27.45 a Yahoo share.

“During the past week, a number of shareholders have asked me to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft, something that in my opinion the current board has completely botched,” he writes in a letter to shareholders. “I believe that a combination between Microsoft and Yahoo is by far the most sensible path for both companies.”

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May 15, 2008, 7:45 am

Countrywide lawsuit moves forward

A lawsuit accusing Countrywide (CFC) of fraud is moving forward. The mortgage lender’s officers and directors must answer shareholder claims that they failed to adequately monitor the company’s lending practices, The New York Times reports. The Times reports the decision was made Tuesday by federal Judge Mariana R. Pfaelzer in Los Angeles, who rejected a motion to dismiss the suit. The lead plaintiff, the Arkansas Teacher Retirement System, said “it is our duty to seek recourse when a company’s directors engage in practices that are not in the best interests of shareholders.”

The legal problems at Countrywide could be a source of anxiety for investors who are wondering whether Bank of America (BAC) will go through with its agreement to buy the lender for around $4 billion in stock. Bank of America said again this week that it plans to complete the deal in the third quarter and is looking forward to becoming the nation’s biggest mortgage lender after the closing.

But the suit, which also alleges insider trading, brings renewed scrutiny of the millions of dollars in stock-sale profits reaped by Countrywide executives as the company was making thousands of ill-advised loans. CEO Angelo Mozilo’s $474 million in stock sales between 2004 and 2007 will get particular attention because the exec repeatedly changed the terms of his 10b5-1 prearranged stock-sale program to allow more shares to be sold. “Mozilo’s actions,” the judge wrote, “appear to defeat the very purpose of 10b5-1 plans.”

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May 15, 2008, 7:31 am

CBS buying CNet in online push

CBS (CBS) is making a bigger push on the Internet. The broadcast company said Thursday it would acquire CNet (CNET) for $11.50 a share, or $1.8 billion, in a deal that will make CBS one of the top 10 Internet companies in the United States. The deal offers CNet shareholders a 44% premium to Wednesday’s closing price and comes as CBS has been struggling to gain traction with investors.

“There are very few opportunities to acquire a profitable, growing, well-managed Internet company like CNet Networks,” said CEO Les Moonves. “CBS stands for premium content and unparalleled reach, and CNet Networks will add a tremendous platform to extend our complementary entertainment, news, sports, music and information content to a whole new global audience.”

Not everyone views CNet as a well-managed Internet company. Activist investors led by Jana Partners earlier this week won a court decision giving them the right to proceed with a proxy fight against CNet. Jana has accused CNet of strategic missteps and wants to tighten the company’s strategic focus and double down its efforts at making money. A report Jana issued last month says adopting the fund’s plans could make CNet worth $11 a share, up from the $7 or so the stock was fetching at the time. Going by that math, this deal should make even CNet’s dissidents happy.

Meanwhile, CBS is no stranger to the intrigue around high-profile Internet properties. Back when it was part of Viacom (VIA), CBS ran the CBS Marketwatch news site for several years before selling it in 2005 to Dow Jones. After Viacom and CBS split in 2006, Viacom’s chairman and prinicpal shareholder, Sumner Redstone, fired Moonves’ counterpart Tom Freston as CEO of Viacom, after Freston lost out on the bidding for social networking site MySpace.

CNet shares rose 34% in early action Thursday, while CBS investors - so far unimpressed by Moonves’ big deal - sent their shares down 3%.

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May 15, 2008, 6:56 am

Icahn going after Yahoo board

Carl Icahn is going after Yahoo (YHOO). The billionaire investor is launching a proxy fight seeking to replace the Internet company’s entire 10-member board, The Wall Street Journal reports, citing a person close to the matter. The decision comes ahead of Thursday’s deadline for nominating alternative board slates, as Fortune’s Yi-Wyn Yen notes. The Journal reports that Icahn approached Microsoft (MSFT), which earlier this month withdrew an unsolicited $44 billion bid for Yahoo after failing to reach an agreement on price, about restarting deal talks, but that Microsoft didn’t respond. Icahn has bought 50 million Yahoo shares since Microsoft withdrew its bid, which perhaps helps to explain why Yahoo shares haven’t fallen back to preproposal levels since the bid got yanked. If history is any guide, we should soon hear Icahn’s views on Yahoo’s situation and the failings of its top officials in great detail.

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May 14, 2008, 3:12 pm

JPMorgan making room for Bear workers

JPMorgan Chase (JPM) is cutting back. The New York-based bank may cut 4,000 jobs as it integrates its purchase of Bear Stearns (BSC) and slims its cost structure with the economy slowing, Bloomberg reports. The report, citing a person familiar with the situation, says half the job cuts may involve Bear Stearns staffers taking positions now filled by JPMorgan employees. The news comes just days after CEO Jamie Dimon said JPMorgan, which has 180,000 workers, was planning to hire 6,000 of the 14,000 workers employed by Bear.

Earlier this week, JPMorgan Chase raised its estimates of the cost of the Bear transaction, citing the losses suffered by Bear this year and the bad assets on its books, the Financial Times reported. Dimon says he still expects the deal to make money for JPMorgan, but he isn’t doing any victory laps. “I want to make it perfectly clear,” he told investors at a UBS conference, the AP reports. “Mission not accomplished.”

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May 14, 2008, 7:49 am

Freddie Mac rallies on capital-raising plan

Freddie Mac (FRE) posted a first-quarter loss and set plans to raise $5.5 billion in new capital. The government-sponsored mortgage investor lost $151 million, or 66 cents a share, for the quarter ended March 31, compared with the year-ago loss of $133 million, or 35 cents a share. Credit-related expenses jumped to $1.45 billion in the latest quarter, from $912 million in the fourth quarter and $262 million a year ago. Still, the latest-quarter loss was narrower than the 84-cent deficit forecast by analysts surveyed by Thomson Financial.

“Freddie Mac on the whole had a better first quarter than what we experienced in the third and fourth quarters of last year, which were significantly impacted by credit and interest rate related marks,” said CEO Richard Syron. “We showed strong momentum in market share, business volumes, margins and total revenue.”

Freddie boosted its full-year forecast of total credit losses as a proportion of its mortgage portfolio to 16 basis points from 12 basis points, saying “the U.S. housing market remains under pressure.” But the company said it doesn’t expect to cut its dividend again and will bolster its capital position by selling $2.75 billion in common stock and $2.75 billion in preferred stock. Freddie also said its regulator, the Office of Federal Housing Enterprise Oversight, laid out plans that will free up further capital by reducing the capital surcharge it levies against Freddie. Shares rose 6% in early action Wednesday.

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May 14, 2008, 7:32 am

Rising costs hit Deere

Deere (DE) shares dropped after the Moline, Ill., tractor maker said rising material costs will weigh on earnings for the second half of its fiscal year.  Deere made $764 million, or $1.74 a share, for the second quarter ended April 30, up from the year-ago $624 million, or $1.36 a share. Sales rose 18% from a year ago to $8.1 billion. Analysts were looking for a $1.75-a-share profit on sales of $7.6 billion.

Deere said the global agriculture boom is helping the company weather the weak economy in the United States. Net equipment sales outside the United States and Canada rose 46% from a year ago, Deere said. But the company added that “escalating raw-material costs and the availability of various parts and components are expected to have an impact on operations for the balance of the year,” and Deere’s guidance appears to be short of the Wall Street consensus estimate.

The company forecast a third-quarter profit of $550 million to $575 million, which works out to around $1.25 to $1.30 a share on a back of the envelope basis. Analysts were looking for $1.49 a share. For the year, Deere said it expects to make $2.2 billion, or about $5 a share - shy of the $5.20-a-share Wall Street target. Shares of Deere, which are up 80% over the past year as farm prices soared,  dropped 7% in early trading Wednesday.

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May 14, 2008, 7:16 am

GM may raise more cash

General Motors (GM) may soon be raising more money. The automaker said it has enough cash to run its business this year, but may make cost cuts or get new financing if the economy continues to suffer, Bloomberg reports.

Finance chief Ray Young says the company believes its nearly $24 billion in available liquidity it now has is enough to run the business, fund capital projects and cover continuing worker-attrition programs, The Wall Street Journal reports. But he says the company could sell noncore assets or reconsider its capital spending plans if the squeeze gets tighter.

“If current adverse economic conditions persist or deteriorate further, we would consider a wide range of possible actions to reduce our funding needs and to obtain additional liquidity,” GM said in a banking and insurance presentation in Warren, Mich., Bloomberg reports. 

The comments come as GM struggles with a sharp decline in demand driven in part by surging energy prices. Operating chief Fritz Henderson said Tuesday the U.S. auto industry “is definitely in recession.” But if that’s not enough, GM could have other problems. The company, which lost $3.3 billion for the first quarter, could face more costs tied to the restructuring of parts maker Delphi and mortgage lender ResCap, whose parent GMAC is owned 49% by GM and 51% by private equity firm Cerberus. And Fortune’s Alex Taylor points out that the government could soon adopt economy standards that “could render vast swaths of the current car and truck lineup obsolete and doom their manufacturers to the scrapyard.”

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May 13, 2008, 4:51 pm

Slowdown saps Whole Foods stock

Whole Foods (WFMI) is sounding a bit defensive. The Austin, Texas-based organic grocer posted a 13% drop in fiscal second-quarter earnings, as the company continues to work on integrating last year’s purchase of the competing Wild Oats chain. Earnings fell to $40 million, or 29 cents a share, for the quarter ended April 13, from the year-ago $46 million, or 32 cents a share. Revenue rose to $1.87 billion from $1.46 billion a year earlier, as sales in comparable stores rose 6.7%.

While that sounds like a fairly strong performance given the weakness at other retailers, the numbers come after Whole Foods spoiled investors with years of explosive growth. The company notes in its earnings release that same-store sales growth averaged almost 11% for the five years ended in fiscal 2007. In that light, Tuesday’s promised full-year same-store sales gain of 7.5% to 9.5% shows the company is now working through the inevitable slowdown - though CEO John Mackey would rather take the long view.

“Our business model is very successful. We are continuing to produce higher sales, comps and sales per square foot than our public competitors, and the results in our core stores are strong,” Mackey said. “We believe the investments we are making today in our new, acquired and existing stores will result in strong earnings growth in the future, and we are continuing to move forward with executing our long-term growth plans.” Nonetheless, shares fell 8% in late trading Tuesday.

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